Bharat Financial Inclusion Limited (formerly known as SKS Microfinance Limited )

Transcription

1 Bharat Financial Inclusion Limited (formerly known as SKS Microfinance Limited ) CIN: L65999MH2003PLC Registered Office: Unit No. 410, Madhava, Bandra-Kurla Complex, Bandra East, Mumbai , Maharashtra, India Head Office: 3rd Floor, My Home Tycoon, Block A, Kundanbagh, Begumpet, Hyderabad , Telangana, India complianceofficer@bfil.co.in; website: Phone: / ; Fax No.: / Disclosure under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ( SEBI SBEB Regulations ) for FY17. I. Employee Share Purchase Scheme The Company instituted SKS Microfinance Employee Share Purchase Scheme 2007 ( ESPS 2007 ) pursuant to a Special Resolution dated February 9, 2007, passed at an Extraordinary General Meeting of the Company. The ESPS 2007 was implemented by the Compensation Committee (rechristened as the Nomination and Remuneration Committee) and SKS Microfinance Employees Welfare Trust ( EWT ). The EWT was constituted on March 28, 2007, pursuant to a resolution passed by the Board of Directors dated March 5, The effective date of the ESPS 2007 was March 31, Under ESPS 2007, 1,849,750 Equity Shares were issued for the benefit of the eligible employees and, in the event an employee is terminated or has resigned from the service of the Company, then the unreleased Equity Shares to the said employee stand transferred to the EWT. The same is used for the other eligible employees of the Company. Details related ESPS 2007 and EWT as per SEBI SBEB Regulations are given below: A. Details of allotments made under ESPS 2007 during FY17: Date of shareholders approval February 9, 2007 Number of shares issued The price at which such shares are issued Lock-in period B. Details of allotments made under ESPS 2007, as at March 31, 2017: Particulars Tranche I Tranche II Tranche III Others Number of shares issued 818, , ,500 - The price at which such shares are issued (.) Employee-wise details of the shares issued to: (i) senior managerial personnel a. Mr. M.R. Rao 200, ,000-6,666* b. Mr. S. Dilli Raj ,000 2,666* c. Mr. Ashish Damani 30, ,740 # d. Mr. K.V. Rao - 50,000-13,392 # e. Mr. Rajendra Patil

2 (ii) any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; (iii) identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; Consideration received against the issuance of shares, if scheme is implemented directly by the Company Not applicable Loan repaid by the EWT during the year (.) 6,082,394 * Equity Shares transferred on July 29, 2009, from EWT as variable equity compensation for FY09. # Equity Shares transferred on February 8, 2014, from EWT at a price of per equity share. C. Details related to Trust: Particulars Name of the Trust Details of the Trustee(s) Amount of loan disbursed by Company, during FY17 Amount of loan outstanding as at March 31, 2017 (.) 21,362,356 Amount of loan, if any, taken from any other source for which Company has provided any security or guarantee Any other contribution made to the Trust during FY17 Details SKS Microfinance Employees Welfare Trust 1. Mr. M.R.M. Murali; 2. Mr. P. S. Srinivasu; and 3. Mr. V. Ravi Kumar Reddy*; Brief details of transactions in shares by the Trust (a) Number of shares held at the beginning of FY17 16,661 (b) Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition also as a percentage of paid up equity capital as at the end of FY16 along with information on weighted average cost of acquisition per share (c) Number of shares transferred to the employees / sold along with the purpose thereof (d) Number of shares held at the end of FY17 16,661 Secondary acquisition of shares by the Trust * Mr. V Ravi Kumar Reddy has been appointed as Trustee in place of Mr. Sudershan Pallap w.e.f January 24, 2017.

3 II. Employee Stock Option Schemes The Company currently has five (5) Employee Stock Option Schemes pursuant to Special Resolutions passed at the General Meetings of the Company. Following are the Employee Stock Option Schemes under which stock options are granted to eligible employees / directors of the Company from time to time: i. SKS Microfinance Employee Stock Option Plan 2008 (Independent Directors) ( ESOP 2008 (ID) ); ii. SKS Microfinance Employee Stock Option Plan 2008 ( ESOP 2008 ); iii. SKS Microfinance Employee Stock Option Plan 2009 ( ESOP 2009 ); iv. SKS Microfinance Employee Stock Option Plan 2010 ( ESOP 2010 ); and v. SKS Microfinance Employee Stock Option Plan 2011 ( ESOP 2011 ). Details related to ESOP 2008 (ID), ESOP 2008, ESOP 2009, ESOP 2010 and ESOP 2011 as per SEBI SBEB Regulations are given below: A. Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards, as prescribed from time to time. The same has been appropriately disclosed in the note 30 of the financial statements for the year ended March 31, 2017 mentioned in the Annual Report , which is available on the website of the Company B Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time, The same has been appropriately disclosed in the Statement of Profit and Loss and in the note 25 of the financial statements for the year ended March 31, 2017 mentioned in the Annual Report , which is available on the website of the Company

4 C. Details related to Employee Stock Option Schemes: Particulars ESOP 2008 (ID) ESOP 2008 ESOP 2009 ESOP 2010 ESOP 2011 Date of shareholders approval January 16, 2008 November 8, 2008 September 30, 2009 July 16, 2010 December 7, 2011 Total number of options approved under the Scheme 195,000 2,669,537 2,499,490 1,200,000 1,350,000 Vesting requirements Minimum vesting period of one year from the date of grant. Exercise price or pricing formula Market Price i.e., latest available closing price, prior to the date of meeting of the Board/Committee in which options are granted. Maximum term of options granted Five years Five years Six years Five years Five years Source of shares (primary, secondary or combination) Primary. Variation in terms of options None. Method used to account for the Scheme Fair Value Method. Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. Option movement during FY17. Number of options outstanding at the beginning of FY17-1,963,152 99, , ,363 Number of options granted during FY ,330, , ,500 Number of options forfeited / lapsed during FY17-98,616 51,297 1,442 83,625 Number of options vested during FY17-666, ,811 Number of options exercised during FY17-562,220 88, , ,790 Number of shares arising as a result of exercise of options - 562,220 88, , ,790 Money realized by exercise of options ( ), if scheme is implemented directly by the Company - 147,291,248 23,281,592 20,098,971 29,850,403 Loan repaid by Trust from exercise price received -NA - -NA - -NA - -NA - -NA - Number of options outstanding at the end of FY17-1,302,316 1,289, , ,448 Number of options exercisable at the end of FY17-707,688-68, ,889 Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for Please refer Note 30 to financial statements mentioned in the Annual Report

5 options whose exercise price either equals or exceeds or is less than the market price of the stock Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to (i) senior managerial personnel Details provided in Annexure A (ii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during FY17 (iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant A description of the method and significant assumptions used during FY17 to estimate the fair value of options including the following information: a) The weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends; the risk-free interest rate and any other inputs to the model b) The method used and the assumptions made to incorporate the effects of expected early exercise c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition. Disclosures in respect of grants made in three years prior to IPO Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such options shall also be made Please refer Note 30 to financial statements mentioned in the Annual Report Not applicable Please refer Note 30 to financial statements mentioned in the Annual Report III. The Company has not implemented schemes for the benefit of its employees involving dealing in shares, directly or indirectly, in the form of stock appreciation rights scheme, general employee benefits scheme and retirement benefit scheme.

6 Annexure A Details of Stock Options Granted to Senior Management Personnel during FY17 i. Name of the Employee Mr. M. R. Rao Mr. Ashish Damani Mr. K.V. Rao Mr. Rajendra Patil ii. Designation Managing Director & CEO Chief Financial Officer Chief Operating Officer Company Secretary iii. No. of Stock Options granted - 87,750 87,750 34,000 iv. Exercise Price (.) v. ESOP Plan - ESOP-2010 ESOP-2010 ESOP-2009 vi. Date of Grant - October 28, 2016 October 28, 2016 October 28, 2016 vii. Vesting Period - End of year 1 33% End of year 2 33% End of year 3 34% End of year 1 33% End of year 2 33% End of year 3 34% End of year 1 33% End of year 2 33% End of year 3 34% viii. Exercise Period - On or before October 27, 2020 On or before October 27, 2020 On or before October 27, 2020